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Ask HN: Could you share your general purpose development contracts?

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Re: Ask HN: Could you share your general purpose development contracts?

#21

Post by benjymau5 »

IgorPartola wrote: post #15

Here's what I used last time: https://gist.github.com/malarkey/4031110 I like the plain language of it. For me, contracts are a necessity. The way I see it is that people who want to not pay, won't pay. You'd need an army of lawyers to craft a bulletproof general purpose contract. Instead, I go by a mutual understanding sealed by a simple contract. From what I understand, the best tool/weapon you have is a clause tha…

I also use Killer Contract, slightly tweaked of course. It's simple, understandable and gives me some leverage when clients don't pay, which happens a lot more often that i would like.

Re: Ask HN: Could you share your general purpose development contracts?

#22

Post by sethrin »

Radim wrote: post #11
brudgers wrote: post #10

[IANAL] I come from a field, AEC, which in the US uses a lot of standard contracts. The AIA contracts, though not the only option, are very common and have been developed over the course of 100 years. The architecture series start with B. These are, in my opinion, a good model for a software consulting project because: + Neither party really knows the full scope of the work when the contract is let. As my mentor Ronn…

I don't know what these acronyms mean, but I'd hate NOT being assigned full intellectual property rights, as a client hiring a freelancer. Is that really common in your field? What's your field's price tag between doing full IP assignment vs. a license-only?

Work for hire does not generally apply to freelancers. Please see here for details: http://www.copylaw.com/new_articles/wfh.html

Re: Ask HN: Could you share your general purpose development contracts?

#23

Post by ziles88 »

johnorourke wrote: post #19

I work on small projects (from $5k to $50k) and have no formal contracts. My thinking is that: - the client can afford more expensive lawyers than I can, so regardless of the truth they would be able to wipe me out - if the client has to read the detail of the contract, it's probably too late to save the relationship anyway - maintaining the relationship is everything, being honest and open and striving to maintain a…

Good intentions, terrible advice, sorry.

Contracts are not just for 'the courts'. It is a standard business practice of having some clear terms for the both parties. Not only that, but any company who could sue and, 'wipe you out' already has their own contracts and NDAs, you not showing up with one just looks unprofessional. It should be also used as a place to outline your workflow and what the client should expect from you. Clients love this, trust me.

To tell new developers that, 'go ahead and put 5K-50K of your earnings on good faith' is just a dangerous thing to say.

Re: Ask HN: Could you share your general purpose development contracts?

#25

Post by brudgers »

Radim wrote: post #11
brudgers wrote: post #10

[IANAL] I come from a field, AEC, which in the US uses a lot of standard contracts. The AIA contracts, though not the only option, are very common and have been developed over the course of 100 years. The architecture series start with B. These are, in my opinion, a good model for a software consulting project because: + Neither party really knows the full scope of the work when the contract is let. As my mentor Ronn…

I don't know what these acronyms mean, but I'd hate NOT being assigned full intellectual property rights, as a client hiring a freelancer. Is that really common in your field? What's your field's price tag between doing full IP assignment vs. a license-only?

   AEC = Architecture, Engineering, Construction
   AIA = American Institute of Architects
Architectural services are...well services, not products. It's not as if there is a copyright on a phone conversation or a drive to the project site, and it is not as if those things are incorporated into any artifact, e.g. a sketch for a new shed.

Assigning copyright in the US AEC industry carries additional complexity since architects and many of their consultants are licensed professionals and therefore are professionally liable for their designs. Part of the responsibility that comes with licensure is maintaining professional control of the design. By assigning copyright the architect and their consultants might maintain liability for its execution in contexts of which they are unaware, e.g. where soil conditions or sesmic loads differ from those on the site for which the building was designed. Legally architects cannot reassign their professional responsibility...that's what makes it professional.

An analogy in software might be Software as Service in particular and licensing in general. The Software industry already has retention of copyright as the common mode of agreement.

Going further, full assignment of copyright to the client just turns the problem around. If I assign the copyright to the design to a client, I need to obtain a license back in order to use similar parts and pieces in other projects, e.g. a detail for a door jamb or the profile and reinforcing of a footing or more directly the "drawings" that show them. Likewise a software engineer needs to be able to reuse foreach foo in bar without consulting a lawyer.

While there are exceptions, it's simply easier to negotiate a useful set of licenses without transfer of copyright than to include that in the negotiation. Functionally, if the client can do anything with the work except reassign copyright the vast majority of cases are well served.

The price of full assignment? The question correlates to a Kremlin on May Day with Brezhnev in the reviewing stand parade of red flags. Screening clients is critical.

Re: Ask HN: Could you share your general purpose development contracts?

#26

Post by pbnjay »

brudgers wrote: post #10

[IANAL] I come from a field, AEC, which in the US uses a lot of standard contracts. The AIA contracts, though not the only option, are very common and have been developed over the course of 100 years. The architecture series start with B. These are, in my opinion, a good model for a software consulting project because: + Neither party really knows the full scope of the work when the contract is let. As my mentor Ronn…

> + One person is the technical expert. The other party hires them for their judgement. The contract acknowledges that.

I love this one. Anyone have ideas on how to apply this to software development? I really hate it when clients say "I want X" and I have to take an inordinate amount of time telling them why X is a very bad idea both in terms of effort and value. Generally this is during scoping so I have no way of billing for the time.

Re: Ask HN: Could you share your general purpose development contracts?

#27

Post by brudgers »

k__ wrote: post #13
Radim wrote: post #11

Earlier quoted context omitted.

I don't know what these acronyms mean, but I'd hate NOT being assigned full intellectual property rights, as a client hiring a freelancer. Is that really common in your field? What's your field's price tag between doing full IP assignment vs. a license-only?

If you create basic CRUD apps it is probably not so common. But for anything more advanced it would be wise to have the option of using the software in other projects to save time and money.

The option for reuse applies to both parties. Someone has to license use from the copyright holder with or without a transfer. In the case of software, the transfer is just an additional complication, by which I mean that the copyright to a Rails app is complicated by the license stack of Rails and the backend and other pieces. There's lots of pieces that the programmer doesn't hold copyright and therefore cannot assign it.

Re: Ask HN: Could you share your general purpose development contracts?

#28

Post by sethrin »

johnorourke wrote: post #19

I work on small projects (from $5k to $50k) and have no formal contracts. My thinking is that: - the client can afford more expensive lawyers than I can, so regardless of the truth they would be able to wipe me out - if the client has to read the detail of the contract, it's probably too late to save the relationship anyway - maintaining the relationship is everything, being honest and open and striving to maintain a…

This is a good idea right up until something goes wrong. The client decides not to pay you -- what do you do? The client asks for revision after revision on a flat-rate job. The client refuses to buy stock photos, or refuses to provide some essential software component. The client insists, years later, that because they changed their requirements, something you did is now a bug, and they insist you fix it for free. You write software library X for a client and then the client sues you for using it in a different project. The client asks for a change verbally, later denies making this request, and insists that you reverse it (for free). I could go on but the point is that there really are some things that aren't covered by a handshake agreement that you really should have nailed down, because you have very limited recourse otherwise.

This should include the work to be performed, payment schedule and penalties for late payments (which are generally covered by usury laws, the workaround is often to offer a discount for early payment), what copyrights are transferred and when, responsibilities for providing assets, acceptance criteria, liability for defects, severability, and controlling law. Non exclusive list written from memory, IANALATINLA.

Relationships may be important, but that does not mean automatically getting screwed if the client decides to. A well-written contract protects both parties. We need contracts because this isn't a perfect world, things go wrong all the time, and it's very easy to burn relationships unless you both agree about what to do when things go wrong, before the lawyers start getting involved. And again, if it does get to the point where the legal letters start flying, without a contract you are going to be severely limited in terms of recourse.

Another way to look at it is that without a contract, you are both taking on risk; the risk of not being paid is probably the biggest factor. If you can avoid a $5k to $50k risk by spending a few hundred dollars, why wouldn't you?

If you need more than my words to convince you, I suggest either reading clientsfromhell.net, or watching "Fuck you, pay me." http://vimeo.com/22053820

Re: Ask HN: Could you share your general purpose development contracts?

#29

Post by brudgers »

johnorourke wrote: post #19

I work on small projects (from $5k to $50k) and have no formal contracts. My thinking is that: - the client can afford more expensive lawyers than I can, so regardless of the truth they would be able to wipe me out - if the client has to read the detail of the contract, it's probably too late to save the relationship anyway - maintaining the relationship is everything, being honest and open and striving to maintain a…

One of the advantages of a contract is that it is an opportunity to bring up potential issues before they become actual issues at that phase of a relationship where everyone is googly eyes in love.

Discussing contracts is also a good way to screen clients. It can provide a tell that allows separating people who don't sign contracts from those whose word is their bond. The latter have no trepidation entering a contract.

Re: Ask HN: Could you share your general purpose development contracts?

#30

Post by brudgers »

sethrin wrote: post #28
johnorourke wrote: post #19

I work on small projects (from $5k to $50k) and have no formal contracts. My thinking is that: - the client can afford more expensive lawyers than I can, so regardless of the truth they would be able to wipe me out - if the client has to read the detail of the contract, it's probably too late to save the relationship anyway - maintaining the relationship is everything, being honest and open and striving to maintain a…

This is a good idea right up until something goes wrong. The client decides not to pay you -- what do you do? The client asks for revision after revision on a flat-rate job. The client refuses to buy stock photos, or refuses to provide some essential software component. The client insists, years later, that because they changed their requirements, something you did is now a bug, and they insist you fix it for free. Y…

A contract can limited the damage from working with a bad client, but not as much as screening out bad clients in the first place. I'm not saying that having a contract isn't better than every alternative, but it doesn't substitute for selecting good clients in the first place.
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